August 3, 2020

August 3, 2020

Xxx X. Xxxxxxxx, Xx.

Executive Vice President and Chief Financial Officer

ConocoPhillips

000 Xxxxx Xxxxxxxx Xxxxxxx

Houston, TX 77079

Dear Xxx:

 This letter acknowledges your decision to retire from the Company and sets forth and

confirms the agreement and understanding between you, ConocoPhillips (“ConocoPhillips”),

ConocoPhillips Company (the “Company”), and their affiliates regarding your upcoming retirement.

 Your employment with the Company will end on August 31, 2020, or such earlier or later time

as is determined by you or the Company. Specifically, your employment will continue on an “at-will”

basis through that date. 

Through the date of your termination or the date on which the appointment of your successor

is effective, whichever comes first, you will hold the position of Executive Vice President and Chief

Financial Officer and will continue to exercise the authority, duties, and responsibilities associated

with that position. If your successor is appointed and takes office prior to the date of your termination,

your title will change to Assistant to the Chief Executive Officer of ConocoPhillips (the “CEO”) and

your duties will be those as may be directed by the CEO, including, without limitation, (i) assisting the

CEO on special projects identified by the CEO and (ii) assisting in the transition of the successor to

your prior position.

 You and the Company both acknowledge that (1) in providing such services you will be an

employee of the Company, (2) you will continue as an active employee in the compensation programs

or policies or benefit plans of ConocoPhillips, the Company, or any of their affiliates for which you

are eligible, in accordance with the terms and conditions of those programs, policies, and plans and the

applicable facts and circumstances, (3) you do not expect, and are not expected, to provide services to

or be otherwise employed by or to return to employment as an employee with ConocoPhillips, the

Company, or any of their affiliates after your retirement, and (4) you remain subject to the duty not to

disclose any confidential or proprietary information you may have with regard to ConocoPhillips, the

Company, or any of their affiliates. 

In addition, the Human Resources and Compensation Committee has approved the proration

of your Performance Share Units for the 2020 – 2022 Performance Period of the Performance Share

Program for the period of time you remain as an employee of the Company, so long as you remain

until at least August 31, 2020 (or such earlier date as the CEO may approve), waiving the usual 

Xxxx X. Xxxxx

Chairman and Chief Executive Officer

ConocoPhillips Company

000 X. Xxxxxxxx Xxxxxxx

Houston, TX 77079

August 3, 2020

Xxx X. Xxxxxxxx, Xx.

Page 2

requirement for at least one year of employment with regard to an award for each particular

performance period to avoid forfeiture of the award. All other terms and conditions remain

unchanged. 

 Please sign and return a copy of this letter to me to signify your acceptance of these terms by

the close of business on July 31, 2020, at which time the offer represented by this letter will expire if

you have not accepted it. 

 We wish you continued success in your further endeavors. Please do not hesitate to contact

me if you have any questions.

Sincerely,

CONOCOPHILLIPS

By: ______________________________

 Xxxx X. Xxxxx

 Chief Executive Officer

CONOCOPHILLIPS COMPANY

By: _______________________________

 Xxxx X. Xxxxx

 Chief Executive Officer

Accepted and Acknowledged:

I have read this letter, and I understand the

terms and conditions described in this letter,

and I agree to those terms and conditions.

XXX X. XXXXXXXX, XX.

___________________________________

Dated: